<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1998
REGISTRATION NO. 333-58549
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
CLAIRE'S STORES, INC.
(Exact name of registrant as specified in its charter)
----------------
DELAWARE 59-0940416
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
3 S.W. 129TH AVENUE
PEMBROKE PINES, FLORIDA 33027
(954) 433-3900
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
----------------
IRA D. KAPLAN
SENIOR VICE PRESIDENT
CLAIRE'S STORES, INC.
3 S.W. 129TH AVENUE
PEMBROKE PINES, FLORIDA 33027
(954) 433-3900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------
COPIES OF COMMUNICATIONS TO:
ANDREW E. BALOG, ESQ.
GREENBERG TRAURIG HOFFMAN
LIPOFF ROSEN & QUENTEL, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0500
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
SALE TO THE PUBLIC: From time to time after this
Registration Statement becomes effective.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================== ====================== ===================== ====================== =====================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED REGISTERED PER UNIT (1) PRICE(1)
- ------------------------------------------ ---------------------- --------------------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.05 per share.. 2,070,286 Shares $21.18 $43,848,657 $12,935
========================================== ====================== ===================== ====================== =====================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 and based
upon the average of the high and low prices for the Registrant's Common
Stock on July 1, 1998 as reported by The New York Stock Exchange.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, JULY 15, 1998
PROSPECTUS
2,070,286 SHARES
CLAIRE'S STORES, INC.
COMMON STOCK
----------------
This Prospectus relates to an aggregate of 2,070,286 shares (the
"Shares") of common stock, par value $0.05 per share ("Common Stock"), of
Claire's Stores, Inc., a Delaware corporation (the "Company"), which may be
offered (the "Offering") for sale by a person (the "Selling Stockholder") who
has acquired such shares in connection with the Company's acquisition of a
certain business not involving a public offering. The Shares are being
registered under the Securities Act of 1933, as amended (the "Securities Act"),
on behalf of and for the account of the Selling Stockholder to permit the public
sale or other distribution of the Shares. The Company will not receive any
proceeds from the any such sales.
The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholder or its pledgees through underwriters,
dealers, brokers or other agents, or directly to one or more purchasers,
including pledgees, in transactions on the NYSE (as defined below) or other
exchanges, in privately negotiated transactions or in the over-the-counter
market, or in brokerage transactions, or in a combination of such transactions
at market prices prevailing at the time of sale or at prices otherwise
negotiated. This Prospectus also may be used, with the Company's prior consent,
by donees of the Selling Stockholder, or by other persons acquiring Shares and
who desire to offer and sell such Shares under circumstances requiring or making
desirable its use. The Selling Stockholder and any underwriters, brokers,
dealers or agents executing sale orders on behalf of the Selling Stockholder may
be deemed to be "underwriters" as defined in the Securities Act, in which event
profits realized by the Selling Stockholder and any commissions paid to any
underwriters, brokers, dealers or agents may be deemed to be underwriting
commissions under the Securities Act. Furthermore, if any brokers or dealers
purchase any Shares as principals, any profits realized by such persons on the
resale of the Shares may be deemed to be underwriting discounts or commissions
under the Securities Act. See "Plan of Distribution". The Company and the
Selling Stockholder have agreed to indemnify one another and certain other
persons, including underwriters who may be selected by the Selling Stockholder,
against liabilities under the Securities Act. See "Selling Stockholder" and
"Plan of Distribution."
The Company will bear all expenses incident to the registration, offer
and sale of the Shares other than underwriting and brokerage commissions,
discounts, fees and certain counsel fees incurred by such Selling Stockholder.
The Common Stock is traded on The New York Stock Exchange (the "NYSE")
under the symbol "CLE". On July 1, 1998, the last reported price for the
Common Stock as reported by the NYSE was $21.38 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES
OFFERED HEREBY.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS JULY __, 1998
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder, and in accordance therewith files
reports, proxy and information statements and other information with the
Securities and Exchange Commission (the "Commission") under File No. 1-8899.
Such reports, proxy and information statements and other information filed by
the Company can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, and at the Commission's regional offices at 500
West Madison Street, Suite 1400, Chicago, Illinois 60606 and 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of this material can also
be obtained at prescribed rates from the Public Reference Section of the
Commission at its principal office at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a World Wide Web site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants, such as the Company, that file
electronically with the Commission. The Common Stock is traded on the NYSE.
Information filed by the Company with the NYSE may be inspected at the offices
of the NYSE at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 (including all amendments and supplements thereto, the "Registration
Statement") under the Securities Act with respect to the Shares offered hereby.
This Prospectus, which forms a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement and the
exhibits and schedules thereto, certain parts of which have been omitted in
accordance with the rules and regulations of the Commission. Statements
contained herein concerning the provisions of certain documents are not
necessarily complete and, in each instance, reference is made to the copy of the
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission. Each such statement is qualified in its entirety by such
reference. This Registration Statement and the exhibits and schedules thereto
can be inspected at the public reference facilities and regional offices of the
Commission and the offices of the NYSE referred to above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company under the Exchange Act
with the Commission are incorporated in and made a part of this Prospectus by
reference: (1) the Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1998; (2) the Company's Quarterly Report on Form 10-Q for the
quarterly period ended May 2, 1998; (3) the Company's Notice of Annual Meeting
and Proxy Statement dated May 12, 1998 relating to the 1998 Annual Meeting of
Stockholders held on June 10, 1998; and (4) the description of the Common Stock
contained in the Company's Registration Statement on Form 8-A, including any
amendment or report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document or
information incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
that also is, or is deemed to be, incorporated herein by reference, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus. The making of a modifying or superseding statement shall not be
deemed an admission that the modified or superseded statement, when made,
constituted a misrepresentation, an untrue statement of a material fact or an
omission to state a material fact that is required to be stated or that is
necessary to make a statement not misleading in light of the circumstances in
which it was made.
The Company hereby undertakes to provide, without charge, to each
person, including any beneficial owner, to whom a copy of this Prospectus is
delivered, upon the written or oral request of such person, a copy of any and
all of the documents or information referred to above that has been or may be
incorporated by reference in this Prospectus (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
the information that this Prospectus incorporates). Requests for such copies
should be directed to Glenn Canary, Director of Investor Relations, Claire's
Stores, Inc., 3 S.W. 129th Avenue, Pembroke Pines, Florida 33027, telephone
(954) 433-3900.
2
<PAGE> 4
THE COMPANY
GENERAL
Claire's Stores, Inc. (the "Company"), operating through its
wholly-owned subsidiaries, Claire's Boutiques, Inc., Claire's Puerto Rico Corp.,
Claire's Canada Corp. and Claire's Accessories UK Ltd. and its 50%-owned
subsidiary Claire's Nippon Co., Ltd., is a leading mall-based retailer of
popular-priced teens' fashion accessories and apparel. As of March 31, 1998, the
Company operated a total of 1,752 such stores in 49 states, Canada, the
Caribbean, the United Kingdom and Japan. The stores are operated under the trade
names "Claire's Boutiques", "Claire's Accessories", "Topkapi", "The Icing",
"Claire's Etc.", "Accessory Place", "Bow Bangles", "Dara Michelle" and
"L'ccessory".
The Common Stock is traded on the NYSE under the symbol "CLE". The
Company's principal executive offices are located at 3 S.W. 129th Avenue,
Pembroke Pines, Florida 33027, and its telephone number is (954) 433-3900.
RECENT DEVELOPMENTS
In April 1998, the Company acquired Lux Corporation ("Lux"), a chain
retailer of teen unisex apparel and accessories operating under the trade name
"Mr. Rags." The Company issued the Shares offered hereby in this transaction,
which has been accounted for as a pooling of interests business combination.
3
<PAGE> 5
RISK FACTORS
AN INVESTMENT IN THE SHARES BEING OFFERED HEREBY INVOLVES A SIGNIFICANT
DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION SET FORTH IN THIS
PROSPECTUS, PROSPECTIVE PURCHASERS OF THE SHARES SHOULD CONSIDER CAREFULLY THE
FOLLOWING FACTORS WHICH MAY ADVERSELY AFFECT THE BUSINESS, FINANCIAL CONDITION,
RESULTS OF OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY, AND THE PREVAILING
MARKET PRICE AND PERFORMANCE OF THE COMPANY'S COMMON STOCK. CERTAIN STATEMENTS
AND INFORMATION CONTAINED HEREIN CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN
THE MEANING OF SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE
ACT. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE
OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE
RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. SUCH FACTORS INCLUDE, AMONG OTHER THINGS:
MERCHANDISING/FASHION SENSITIVITY. The Company's success is largely
dependent on its ability to gauge the fashion tastes of its customers,
predominantly teenage females, and to provide merchandise that satisfies
customer demand in a timely manner. The Company's failure to anticipate,
identify or react appropriately to changes in fashion trends could have a
material adverse effect on the Company's business, financial condition and
results of operations. Misjudgment or unanticipated changes in fashion trends
could lead to excess inventories and higher markdowns, and continued fashion
misjudgments could have a material adverse effect on the Company's image with
its customers.
EXPANSION AND MANAGEMENT OF GROWTH. The Company's continued growth
depends to a significant degree on its ability to open and operate stores on a
profitable basis and on management's ability to manage the Company's planned
expansion. The Company added an aggregate of 165 stores during fiscal 1998,
bringing the total number of stores, domestically and internationally, to 1,725
as of January 31, 1998. The Company's planned expansion includes the opening of
stores in North America and new international geographic markets. These new
international markets have in the past presented, and may in the future present,
competitive and merchandising challenges that are different from those faced by
the Company in its existing geographic markets. The Company's continued
expansion is dependent upon a number of factors, including the ability of the
Company to locate and obtain favorable store sites, negotiate acceptable lease
terms, obtain adequate merchandise supply and hire and train qualified
management level and other employees. Factors beyond the Company's control may
also affect the Company's ability to expand, including general economic and
business conditions affecting consumer spending. There can be no assurance that
the Company will achieve its planned expansion or that such expansion will be
profitable.
RELIANCE ON VENDORS AND CONTRACT MANUFACTURERS. The Company does not
own or operate any manufacturing facilities and does not have any long term
contractual relationships with its vendors and contract manufacturers. The
Company's business is dependent on its ability to purchase merchandise at
competitive prices in adequate quantities and with timely deliveries. Although
none of the Company's approximately 300 vendors accounted for more than 1% of
its net sales during fiscal 1998, the inability or unwillingness of several
vendors to increase their sales to the Company to keep pace with the Company's
anticipated growth, or the loss of several vendors for any reason, could have a
material adverse effect on the Company's business, financial condition and
results of operations. There can be no assurance that the Company will be able
to acquire merchandise in sufficient quantity and on terms favorable to the
Company in the future. Delays in receiving merchandise, or deterioration in the
quality thereof, could materially and adversely affect the Company's business,
financial condition and results of operations.
ECONOMIC CONDITIONS AND CONSUMER SPENDING. The teen fashion accessory
and apparel industry historically has been subject to substantial cyclical
variations. The Company's business is sensitive to changing levels of consumer
spending, and the Company's sales and profitability may be adversely affected by
unfavorable local, regional or national economic conditions. Substantially all
of the Company's stores are located in regional shopping malls and the Company's
sales benefit from a high volume of traffic in such malls. The Company therefore
depends in part on the ability of mall "anchor" tenants and other area
attractions, including movie theaters, to generate consumer traffic in the
vicinity of the Company's stores. The Company's sales also depend on the
continuing popularity of malls as shopping and leisure-time destinations for
teens and young adults. Mall traffic and sales volume may be adversely affected
by economic downturns, severe weather, natural disasters, a decrease in the
amount of discretionary income of the Company's customers, the closing of anchor
department stores and declines in the desirability of the shopping environment
in a particular mall, all of which could adversely affect the Company's
business, financial condition and results of operations.
4
<PAGE> 6
FLUCTUATIONS IN COMPARABLE STORE NET SALES RESULTS. The Company's
comparable store net sales results have fluctuated significantly in the past, on
both an annual and quarterly basis, and are expected to continue to fluctuate in
the future. A variety of factors affect the Company's comparable store net sales
results, including general economic conditions, fashion trends, the retail sales
environment, the timing of promotional events, changes in the Company's
merchandise mix, calendar shifts of holiday periods, actions by competitors and
weather conditions. The Company's future comparable store net sales results are
likely to have a significant effect on the market price of the Company's Common
Stock.
DEPENDENCE ON SINGLE DISTRIBUTION FACILITY. The Company's distribution
functions for all of its stores located in the United States and Canada are
handled from a single facility in Hoffman Estates, Illinois. Any significant
interruption in the operation of the distribution facility, due to natural
disaster or otherwise, would have a material adverse effect on the Company's
business, financial condition and results of operations.
FOREIGN MERCHANDISE SOURCING. Substantially all of the Company's
merchandise is manufactured outside the United States, principally in Asia,
through arrangements with contract manufacturers. As a result, the Company's
operations are subject to the risks generally associated with doing business
abroad, such as foreign government regulations, political instability, the
imposition of additional regulations relating to imports, the imposition of
additional duties, taxes and other charges on imports, significant fluctuations
in the value of the dollar against foreign currencies or restrictions on the
transfer of funds. The inability of a contract manufacturer to ship orders in a
timely manner could cause the Company to fail to meet the merchandise
requirements of its stores for those items, which could result in lost sales and
dissatisfied customers. Any significant interruption in the Company's foreign
sourcing would have a material adverse effect on the Company's business,
financial condition and results of operations.
SEASONALITY AND QUARTERLY RESULTS. The Company's business is seasonal
by nature, with the Christmas, Easter and back-to-school periods historically
accounting for the largest percentage of annual net sales. In fiscal 1998,
approximately 45% of the Company's annual net sales occurred in the first half
of the fiscal year and 55% occurred in the second half. The Company's quarterly
results of operations may also fluctuate significantly as a result of a variety
of factors, including the timing of store openings, the amount of revenue
contributed by new stores, changes in the mix of products sold, the timing and
level of markdowns, expansions and relocations, competitive factors and general
economic conditions.
COMPETITION. The teen fashion accessory and apparel business is highly
competitive. The Company competes on a national and international level with
certain leading department stores and national retail chains which offer the
same or similar styles of merchandise. The Company also competes with a wide
variety of regional and local specialty stores.
RELIANCE ON KEY PERSONNEL. The continued success of the Company is
dependent to a significant degree upon the services of its key personnel,
particularly its executive officers. The loss of the services of any member of
senior management could have a material adverse effect on the Company's
business, financial condition and results of operations. The Company's success
in the future will also be dependent on the Company's ability to attract and
retain qualified personnel. The Company's inability to attract and retain such
additional qualified personnel in the future could have a material adverse
effect on the Company's business, financial condition and results of operations.
DIVIDENDS. Although the Company has paid cash dividends on the Common
Stock since 1985, there is no assurance that the Company will continue to pay
dividends on the Common Stock in the future. The declaration and payment of
dividends on the Common Stock will depend on the earnings and financial
condition of the Company, its liquidity and capital requirements, general
economic conditions and other factors deemed relevant by the Company's Board of
Directors.
YEAR 2000. The Year 2000 problem is the result of computer programs
being written using two digits rather than four to define an applicable year.
These programs were written without considering the impact of the upcoming
change in the century and may experience problems handling dates beyond the year
1999. This could cause certain computer applications to fail or to create
erroneous results unless corrective measures are taken. Incomplete or untimely
resolution of the Year 2000 issue could have a material adverse impact on the
Company's
5
<PAGE> 7
business, operations or financial condition in the future. The Company has,
however, been assessing the impact that the Year 2000 issue will have on its
computer systems since 1996, and in response to these assessments, which are
ongoing, the Company has developed a plan to inventory critical systems and
develop solutions to those systems that are found to have date-related
deficiencies. Project plans call for the completion of the solution
implementation phase and testing of those solutions prior to any anticipated
impact on the Company's systems. Management does not expect the financial impact
of upgrading the Company's computer systems to have a material adverse effect on
the Company's business, financial condition or results of operations, although
there is no assurance in this regard.
ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF DELAWARE LAW AND THE
COMPANY'S CHARTER AND BYLAWS. The Company is organized under the laws of the
State of Delaware. Certain provisions of Delaware law may have the effect of
delaying, deferring or preventing a change in control of the Company. In
addition, certain provisions of the Company's Restated Certificate of
Incorporation (as amended, the "Restated Certificate") and Amended Bylaws (the
"Bylaws") may be deemed to have anti-takeover effects and may delay, defer or
prevent a takeover attempt that a stockholder might consider in its best
interest. The Restated Certificate authorizes the Board of Directors of the
Company to determine the rights, preferences, privileges and restrictions of
unissued series of preferred stock and to fix the number of shares of any series
of preferred stock and the designation of any such series, without any vote or
action by the Company's stockholders. Thus, the Board can authorize and issue
shares of preferred stock with voting or conversion rights that could adversely
affect the voting or other rights of holders of the Common Stock. In addition,
the issuance of preferred stock may have the effect of delaying, deferring or
preventing a change of control of the Company, since the terms of the preferred
stock that might be issued could potentially prohibit the Company's consummation
of any merger, reorganization, sale of substantially all of its assets,
liquidation or other extraordinary corporate transaction without the approval of
the holders of the outstanding shares of the Common Stock. Other provisions of
the Restated Certificate and Bylaws provide (i) that the stockholders may not
take action by written consent, but only at duly called annual or special
meetings of stockholders, (ii) that special meetings of the stockholders may be
called only by the Chairman of the Board of Directors or President or a majority
of the entire Board of Directors, and (iii) that certain corporate transactions
involving holders of 10% or more of any class of the Company's capital stock
require approval of at least 75% of the voting power of the outstanding capital
stock. See "Description of Capital Stock -- Anti-takeover Effects of Certain
Provisions of Delaware Law and the Company's Certificate of Incorporation and
Bylaws."
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares being offered by the Selling Stockholder hereunder. All expenses related
to the registration of the Shares will be borne by the Company. See "Plan of
Distribution."
6
<PAGE> 8
SELLING STOCKHOLDER
The following table sets forth certain information as of June 30, 1998
(except as otherwise indicated) as to the beneficial ownership of the Shares by
the Selling Stockholder. Because the Selling Stockholder may offer all or a
portion of the Shares at any time and from time to time after the date of this
Prospectus, no estimate can be made of the number of Shares that such Selling
Stockholder may retain upon completion of the offering contemplated by this
Prospectus. To the knowledge of the Company, the Selling Stockholder has not had
within the past three years any material relationship with the Company or any of
its predecessors or affiliates, except as set forth in the footnotes to the
following table.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES TO BE OFFERED FOR THE
NAME OF SELLING STOCKHOLDER PRIOR TO THE OFFERING SELLING STOCKHOLDER'S ACCOUNT
--------------------------- ------------------------- -----------------------------
<S> <C> <C>
Crestwood Partners LLC.............. 2,070,286 2,070,286
</TABLE>
- -------------------------
(1) The Selling Stockholder, a Washington limited liability company, is the
former sole stockholder of Lux. The managers of the Selling Stockholder
served as the officers and directors of Lux, prior to the Company's
acquisition thereof. As of the date of this Prospectus, one such manager
continues to serve as an officer of Lux while the other serves as a
consultant to the Company.
PLAN OF DISTRIBUTION
The Selling Stockholder or pledgees may sell or distribute some or all
of the Shares from time to time through underwriters, dealers or brokers or
other agents or directly to one or more purchasers, including pledgees, in
transactions (which may involve crosses and block transactions) on the NYSE or
other exchanges on which the Common Stock may be listed for trading, in
privately negotiated transactions (including sales pursuant to pledges) or in
the over-the-counter market, or in brokerage transactions, or in a combination
of such transactions. Such transactions may be effected by the Selling
Stockholder at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at negotiated prices, or at fixed prices,
which may be changed. Brokers, dealers, agents or underwriters participating in
such transactions as agent may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholder (and, if they act as
agent for the purchaser of such shares, from such purchaser). Such discounts,
concessions or commissions as to a particular broker, dealer, agent or
underwriter might be in excess of those customary in the type of transaction
involved. This Prospectus also may be used, with the Company's consent, by
donees of the Selling Stockholder, or by other persons acquiring Shares and who
wish to offer and sell such Shares under circumstances requiring or making
desirable its use. To the extent required, the Company will file, during any
period in which offers or sales are being made, one or more supplements to this
Prospectus to set forth the name of any donee of the Selling Stockholder and of
any other material information with respect to the plan of distribution not
previously disclosed.
The Selling Stockholder and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither the Company nor the Selling Stockholder can presently estimate the
amount of such compensation. The Company knows of no existing arrangements
between the Selling Stockholder and any underwriter, broker, dealer or other
agent relating to the sale or distribution of the Shares.
Under Rule 101 of Regulation M as promulgated by the Commission
("Regulation M"), any person engaged in a distribution of any of the Shares may
not simultaneously engage in market activities with respect to the Common Stock
for the applicable period thereunder prior to the commencement of such
distribution. In addition and without limiting the foregoing, the Selling
Stockholder will be subject to applicable rules of Regulation M,
7
<PAGE> 9
including without limitation Rule 102, which rules may limit the timing of
purchases and sales of any of the Shares by the Selling Stockholder. All of the
foregoing may affect the marketability of the Common Stock.
The Company will pay all of the expenses incident to the registration,
offer and sale of the Shares by the Selling Stockholder hereunder to the public
other than commissions and discounts of underwriters, brokers, dealers or agents
and certain counsel fees incurred by the Selling Stockholder. The Company and
the Selling Stockholder have agreed to indemnify one another and certain other
persons, including underwriters, against liabilities under the Securities Act.
If Shares are sold in an underwritten offering, the Shares may be
acquired by the underwriters for their own account and may be further resold
from time to time in one or more transactions, including negotiated
transactions, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at negotiated prices, or at fixed prices. The
names of the underwriters with respect to any such offering and the terms of the
transactions, including any underwriting discounts, concessions or commissions
and other items constituting compensation of the underwriters and brokers or
dealers, if any, will be set forth in a supplement to this Prospectus relating
to such offering. Any public offering price and any discounts, concessions or
commissions allowed or reallowed or paid to brokers or dealers may be changed
from time to time. Unless otherwise set forth in a supplement to this
Prospectus, the obligations of the underwriters to purchase the Shares will be
subject to certain conditions precedent and the underwriters will be obligated
to purchase all of the shares specified in such supplement if any such Shares
are purchased.
In addition, any Shares covered by this Prospectus which qualify for
sale pursuant to Rule 144 or any other available exemption from registration
under the Securities Act may be sold under Rule 144 or such other available
exemption rather than pursuant to this Prospectus.
In order to comply with certain states' securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers.
DESCRIPTION OF CAPITAL STOCK
The Restated Certificate of the Company authorizes 171,000,000 shares
of capital stock consisting of 150,000,000 shares of Common Stock, par value
$.05 per share, 20,000,000 shares of Class A Common Stock, par value $.05 per
share (the "Class A Common Stock"), and 1,000,000 shares of Preferred Stock, par
value $1 per share (the "Preferred Stock"). There were 47,886,246 shares of
Common Stock, 2,899,164 shares of Class A Common Stock and no shares of
Preferred Stock, issued and outstanding as of June 30, 1998. The following
summary description of the capital stock of the Company is qualified in its
entirety by reference to the Restated Certificate and Bylaws of the Company,
copies of which have been filed as exhibits to the Registration Statement of
which this Prospectus forms a part.
COMMON STOCK
The shares of Common Stock and Class A Common Stock are identical in
all respects, except for voting rights and certain dividend, conversion and
transfer rights, as described below.
VOTING RIGHTS. Each share of Common Stock entitles the holder to one
(1) vote on each matter submitted to a vote of the Company's stockholders and
each share of Class A Common Stock entitles the holder to ten (10) votes on each
such matter, in each case including the election of directors. Except as
required by applicable law, holders of the Common Stock and Class A Common Stock
will vote together on all matters submitted to a vote of the stockholders.
Neither the Common Stock nor the Class A Common Stock have cumulative voting
rights.
DIVIDENDS. Holders of Common Stock and Class A Common Stock are
entitled to receive dividends and other distributions in cash, stock or property
of the Company as may be declared thereon by the Board of Directors out of funds
legally available therefrom, subject to the dividend and liquidation rights of
any Preferred Stock that may be issued and outstanding, provided that no cash
dividend shall be declared and paid on the Class A Common Stock unless a cash
dividend is simultaneously declared and paid on the Common Stock, and the per
share amount of such dividend declared and paid on the Class A Common Stock does
not exceed 50% of the per share amount of the dividends declared and paid on the
Common Stock.
CONVERSION AND TRANSFER. The Common Stock has no conversion rights.
The Common Stock is freely transferable and is traded on the NYSE. Class A
Common Stock is convertible into Common stock at any time and from time to time
at the option of the holder, on the basis of one share of Common Stock for each
share of Class A
8
<PAGE> 10
Common Stock converted, and may be sold, as Common Stock, in open market
transactions. The Class A Common Stock, as such, has limited transferability and
is not traded on any exchange or organized market.
LIQUIDATION. In the event of liquidation, after payment of the debts
and other liabilities of the Company and after making provision for the holders
of Preferred Stock, if any, the remaining assets of the Company will be
distributable ratably among the holders of the Common Stock and Class A Common
Stock treated as a single class.
OTHER PROVISIONS. The holders of the Common Stock and Class A Common
Stock are not entitled to preemptive rights. Neither the Common Stock nor the
Class A Common Stock may be subdivided or combined in any manner unless the
other class is subdivided or combined in the same proportion.
TRANSFER AGENT AND REGISTRAR. The Transfer Agent and Registrar for the
Common Stock and Class A Common Stock is First Union National Bank of North
Carolina.
PREFERRED STOCK
The Board of Directors of the Company is authorized, without further
stockholder action, to divide any or all shares of the authorized Preferred
Stock into series and fix and determine the designations, preferences and
relative rights and qualifications, limitations, or restrictions thereon of any
series so established, including voting powers, dividend rights, liquidation
preferences, redemption rights and conversion privileges. As of the date of this
Prospectus, the Board of Directors has not authorized any series of Preferred
Stock, and there are no plans, agreements or understandings for the
authorization or issuance of any shares of Preferred Stock. The issuance of
Preferred Stock with voting rights or conversion rights may adversely affect the
voting power of both classes of Common Stock, including the loss of voting
control to others.
ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF DELAWARE LAW AND THE COMPANY'S
CERTIFICATE OF INCORPORATION AND BYLAWS
The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law (the "DGCL"). Subject to certain exceptions, Section
203 of the DGCL prohibits a publicly-held Delaware corporation from engaging in
a "business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an interested
stockholder, unless the interested stockholder attained such status with the
approval of the Board of Directors or unless the business combination is
approved in a prescribed manner. A "business combination" includes mergers,
asset sales and other transactions resulting in a financial benefit to the
interested stockholder. Subject to certain exceptions, an "interested
stockholder" is a person who, together with affiliates and associates, owns, or
within three years did own, 15% or more of the corporation's voting stock. This
statute could prohibit or delay the accomplishment of mergers or other takeover
or change in control attempts with respect to the Company and, accordingly, may
discourage attempts to acquire the Company.
In addition, certain provisions of the Restated Certificate and Bylaws,
which are summarized in the following paragraphs, may be deemed to have an
anti-takeover effect and may delay, defer or prevent a tender offer or takeover
attempt that a stockholder might consider in its best interest, including those
attempts that might result in a premium over the market price of the shares held
by stockholders.
STOCKHOLDER ACTION; SPECIAL MEETING OF STOCKHOLDERS. The Restated
Certificate provides that stockholders may not take action by written consent,
but only at duly called annual or special meetings of stockholders. The Bylaws
further provide that special meetings of stockholders of the Company may be
called only by the Chairman of the Board of Directors or the President or a
majority of the Board of Directors.
AUTHORIZED BUT UNISSUED SHARES. The authorized but unissued shares of
Common Stock and Preferred Stock are available for future issuance without
stockholder approval. These additional shares may be utilized for a variety of
corporate purposes, including future public offerings to raise additional
capital, corporate acquisitions and employee benefit plans. The existence of
authorized but unissued and unreserved Common Stock and Preferred Stock may
enable the Board of Directors to issue shares to persons friendly to current
management which could render more difficult or discourage an attempt to obtain
control of the Company by means of a proxy contest, tender offer, merger or
otherwise, and thereby protect the continuity of the Company's management.
9
<PAGE> 11
APPROVAL OF FUNDAMENTAL CHANGES. The Restated Certificate provides
that, in the case of, among other things, a merger, sale of assets, issuance of
securities, liquidation or reclassification (a "Fundamental Change") involving a
beneficial owner of 10% or more of the voting power of any series or class of
the Company's capital stock (a "Related Person"), or any affiliate or associate
of a Related Person, such Fundamental Change must be approved by 75% of the
voting power of the outstanding shares of capital stock of the Company unless a
majority of the Continuing Directors (as defined in the Restated Certificate)
have expressly approved the Fundamental Change either in advance of or
subsequent to the acquisition of outstanding shares of capital stock of the
Company that caused the Related Person to become a Related Person.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A., Miami,
Florida.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries as of January 31, 1998 and February 1, 1997, and for each of the
years in the three-year period ended January 31, 1998, have been incorporated by
reference in this Prospectus and in the registration statement in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
10
<PAGE> 12
<TABLE>
<CAPTION>
===================================================== ================================================
<S> <C>
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS
BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS
AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN 2,070,286 SHARES
AUTHORIZED BY THE COMPANY OR ANY SELLING STOCKHOLDER.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES CLAIRE'S STORES, INC.
OTHER THAN THE SECURITIES TO WHICH IT RELATES
OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE COMMON STOCK
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
---------------
TABLE OF CONTENTS
PAGE
Available Information...............................2 ___________________________
Incorporation of Certain Documents by Reference.....2
The Company.........................................3 PROSPECTUS
Risk Factors........................................4 ___________________________
Use of Proceeds.....................................6
Selling Stockholder.................................7
Plan of Distribution................................7
Description of Capital Stock........................8
Legal Matters......................................10
Experts............................................10
JULY __, 1998
===================================================== ================================================
</TABLE>
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses (other than
underwriting and brokerage discounts, commissions and fees and legal fees
incurred by the Selling Stockholder, if any, payable by such Selling
Stockholder) payable in connection with the sale and distribution of the Shares
being registered. All amounts are estimates except the Securities and Exchange
Commission registration fee. All of the expenses below will be paid by the
Registrant.
Securities and Exchange Commission registration fee.........$12,935
Legal fees and expenses.....................................$10,000
Accounting fees and expenses................................$ 5,000
Printing and engraving expenses.............................$ 1,500
Blue Sky fees and expenses..................................$ 500
Miscellaneous...............................................$ 1,000
Total.................................................$30,935
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation Law, the
Registrant is empowered to indemnify its directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act. Article
Twelfth of the Registrant's Restated Certificate of Incorporation (as amended,
the "Restated Certificate") also provides for the mandatory indemnification of
the Registrant's directors and officers to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Registrant to provide broader indemnification rights that such law
permitted the Registrant to provide prior to such amendment). Further Article
III, Section 15 of the Company's Amended By-Laws provides for mandatory
indemnification of any director, officer, employee or agent of the Company, or
any person who is or was serving at the request of the Company as a director,
officer or agent of another company, partnership, joint venture, trust or other
enterprise, to the fullest extent permitted under applicable law.
Article Twelfth of the Restated Certificate provides that a director of
the Registrant shall not be personally liable to the Registrant or to any of its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except for liability (i) for any breach of a duty of loyalty, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for authorizing the payment of a dividend or approving a
stock repurchase in violation of Section 174 of the Delaware General Corporation
Law or (iv) for any transaction from which an improper personal benefit is
derived. The provision also provides that the personal liability of a director
shall be further eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law, as may hereafter be amended. The provision
does not affect a director's responsibilities under any other law, such as the
federal securities laws or state or federal environmental laws.
The Registrant maintains a policy of directors' and officers' liability
insurance that insures, subject to certain exclusions, the Registrant's
directors and officers against the cost of defense, settlement or payment of a
judgment in connection with a proceeding, whether actual or threatened, to which
any such person may be made a party by reason of the fact that such person is or
was a director or officer of the Registrant.
II-1
<PAGE> 14
At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought, nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
<S> <C> <C>
4.1 Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3(a) in
the Registrant's Annual Report on Form 10-K for the fiscal year ended February 1, 1992, Commission
File No. 1-8899)
4.2 Certificate of Amendment of the Restated Certificate of Incorporation*
4.3 Certificate of Amendment of the Restated Certificate of Incorporation**
4.4 Amended Bylaws (incorporated by reference to Exhibit 3(b) in the Registrant's Annual Report on
form 10-K for the fiscal year ended January 28, 1995, Commission File No. 1-8899)
5.1 Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.*
23.1 Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A. (included in Exhibit 5.1)*
23.2 Consent of KPMG Peat Marwick LLP**
24.1 Power of Attorney (included on signature page)*
</TABLE>
- -------------------------
* Previously filed.
** Filed herewith.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a
II-2
<PAGE> 15
director, officer, or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-3
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Amendment No. 1 to Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pembroke Pines, State of
Florida on this 15th day of July, 1998.
CLAIRE'S STORES, INC.
By: /s/ Rowland Schaefer*
----------------------------
Rowland Schaefer
President and Chairman of the
Board of Directors
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Rowland Schaefer* Chairman of the Board of Directors and July 15, 1998
- ---------------------------------------- President (Principal Executive Officer)
Rowland Schaefer
/s/ Marla Schaefer* Vice Chairman of the July 15, 1998
- --------------------------------------- Board of Directors
Marla Schaefer
/s/ Ira D. Kaplan* Senior Vice President, Chief Financial July 15, 1998
- --------------------------------------- Officer and Treasurer (Principal Financial
Ira D. Kaplan and Accounting Officer)
/s/ Harold E. Berritt* Director July 15, 1998
- ---------------------------------------
Harold E. Berritt
/s/ Bruce G. Miller* Director July 15, 1998
- ---------------------------------------
Bruce G. Miller
/s/ Irwin L. Kellner, Ph.D.* Director July 15, 1998
- ---------------------------------------
Irwin L. Kellner, Ph.D.
/s/ Steven Tishman* Director July 15, 1998
- ---------------------------------------
Steven Tishman
/s/ Bonnie Schaefer* Director July 15, 1998
- ---------------------------------------
Bonnie Schaefer
/s/ Sylvia Schaefer* Director July 15, 1998
- ---------------------------------------
Sylvia Schaefer
</TABLE>
- ---------------
* By: /s/ Harold E. Berritt
------------------------------
Harold E. Berritt
Attorney-in-Fact
II-4
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION PAGE
------ ----------- ----
<S> <C> <C>
4.3 Certificate of Amendment of the Restated Certificate of Incorporation
23.2 Consent of KPMG Peat Marwick LLP
</TABLE>
<PAGE> 1
EXHIBIT 4.3
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
CLAIRE'S STORES, INC.
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
We, the undersigned, Ira D. Kaplan and Harold E. Berritt, being the
Senior Vice President and Secretary, respectively, of CLAIRE'S STORES, INC., a
Delaware corporation (the "Corporation"), do hereby certify that:
1. Section (1) of Article FOURTH of the Restated Certificate of
Incorporation of the Corporation is hereby deleted in its entirety, and new
Section (1) of Article FOURTH is hereby added in its place to read in its
entirety as follows:
"(1) The aggregate number of shares of capital stock which the
corporation shall have authority to issue is 171,000,000
shares, consisting of 150,000,000 shares of Common Stock, par
value $.05 per share (the "Common Stock"), 20,000,000 shares
of Class A Common Stock, par value $.05 per share (the "Class
A Common Stock"), and 1,000,000 shares of Preferred Stock, par
value $1 per share (the "Preferred Stock")."
2. The amendment to the Restated Certificate of Incorporation set forth
herein was duly adopted by resolution of the Corporation's Board of Directors,
and was duly adopted by the stockholders of the Corporation holding a majority
of the outstanding shares of capital stock of the Corporation entitled to vote
thereon at the Annual Meeting of Stockholders of the Corporation duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware, on June 10, 1998.
3. Said amendment to the Restated Certificate of Incorporation of the
Corporation was duly adopted in accordance with the applicable provisions of
Section 242 of the General Corporation Law of the State of Delaware.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned have signed this Certificate of
Amendment of the Restated Certificate of Incorporation of CLAIRE'S STORES, INC.
on this 25th day of June, 1998, and we affirm that the statements contained
herein are true.
CLAIRE'S STORES, INC.
By: /s/ Ira D. Kaplan
-----------------------------
Name: Ira D. Kaplan
Title: Senior Vice President
ATTEST:
/s/ Harold E. Berritt
- --------------------------------------
Name: Harold E. Berritt
Title: Secretary
2
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Claire's Stores, Inc.
We consent to the use of our report, incorporated herein by reference, and to
the reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Fort Lauderdale, Florida
July 15, 1998
